{"url_path":"/sec/regn/8-k/2026-07-06/item-2-02","section_key":"item-2-02","section_title":"Item 2.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/872589/0001104659-26-080562-index.html","accession_number":"0001104659-26-080562","cik":"0000872589","ticker":"REGN","issuer_name":"REGENERON PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/872589/0001104659-26-080562-index.html","primary_entity_key":"0000872589","primary_entity_name":"REGENERON PHARMACEUTICALS, INC."},"word_count":725,"has_tables":true,"body_markdown":"**Item 2.02.**\n \n**Results of Operations and Financial Condition.**\n\n \n\nRegeneron Pharmaceuticals, Inc. (“Regeneron”\nor the “Company”) currently expects that its financial results calculated in accordance with U.S. generally accepted\naccounting principles (“GAAP”) and its non-GAAP financial results for the second quarter 2026 will include an acquired\nin-process research and development (“IPR&D”) charge of approximately $127 million on a pre-tax basis. This charge\nrelates to up-front and opt-in payments in connection with collaboration and licensing agreements. The acquired IPR&D charge is expected\nto negatively impact each of GAAP and non-GAAP net income per diluted share for the second quarter 2026 by approximately $1.00.\n\n \n\nAcquired IPR&D charges may include IPR&D\nacquired in connection with asset acquisitions as well as up-front, opt-in, certain development milestone payments, and premiums paid\non equity securities related to collaboration and licensing agreements. Regeneron does not forecast such acquired IPR&D charges due\nto the uncertainty of the future occurrence, magnitude, and timing of these transactions in any given period.\n\n \n\nRegeneron’s results for the second quarter\n2026 have not been finalized and are subject to Regeneron’s financial statement closing procedures. There can be no assurance that\nactual results will not differ from the preliminary (unaudited) estimates described herein.\n\n \n\nThe information included in this Current Report\non Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor\nshall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall\nbe expressly set forth by specific reference in such a filing.\n\n** **\n\n**Note\nRegarding Forward-Looking Statements**\n\n \n\n*This Current Report\non Form 8-K (this “Report”) includes forward-looking statements that involve risks and uncertainties relating to future\nevents and the future performance of Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”),\nand actual events or results may differ materially from these forward-looking statements. Words such as “anticipate,” “expect,”\n“intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words,\nand similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain\nthese identifying words. These statements concern, and these risks and uncertainties include, among others, Regeneron’s expected\nacquired in-process research and development charge for the quarterly period ended June 30, 2026 and its expected impact on GAAP and non-GAAP\nnet income per diluted share for this period as discussed in this Report. A more complete description of these and other material risks\ncan be found in Regeneron’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statements are made based\non management’s current beliefs and judgment, and the reader is cautioned not to rely on any forward-looking statements made by\nRegeneron. Regeneron does not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without\nlimitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.*\n\n** **\n\n**Note Regarding Non-GAAP Financial Measures**\n\n* *\n\n*This Report references non-GAAP net income\nper diluted share, which is a financial measure that is not calculated in accordance with U.S. Generally Accepted Accounting Principles\n(“GAAP”). This non-GAAP financial measure is computed by excluding certain non-cash and/or other items from the related\nGAAP financial measure. The Company also includes a non-GAAP adjustment for the estimated income tax effect of reconciling items. The\nCompany makes such adjustments for items the Company does not view as useful in evaluating its operating performance. Management uses\nthis and other non-GAAP measures for planning, budgeting, forecasting, assessing historical performance, and making financial and operational\ndecisions, and also provides forecasts to investors on this basis. Additionally, such non-GAAP measures provide investors with an enhanced\nunderstanding of the financial performance of the Company's core business operations. However, there are limitations in the use of such\nnon-GAAP financial measures as they exclude certain expenses that are recurring in nature. Furthermore, the Company's non-GAAP financial\nmeasures may not be comparable with non-GAAP information provided by other companies. Any non-GAAP financial measure presented by Regeneron\nshould be considered supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP.*\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n**REGENERON PHARMACEUTICALS, INC.**   \n\n \n \n\n \n/s/ Joseph J. LaRosa\n\n \nJoseph J. LaRosa\n\n \nExecutive Vice President, General Counsel and Secretary\n\n \n\nDate: July 6, 2026"}